Articles Posted in Insider Trading

Jon Horvath, an ex-research analyst at a New York hedge fund, has pled guilty to two counts of securities fraud and one count of conspiracy to commit securities fraud related to a $61.8 million insider trading scheme. Several other former hedge fund managers and analysts from different investment firms and hedge funds are also accused of allegedly trading key, nonpublic information about NVIDIA Corporation (NVDA), Dell, Inc. (Dell), and other publicly traded technology companies between 2007 and 2009. The information was obtained indirectly and directly from employees that worked at these companies.

Horvath admitted that when he received the insider information from the other analysts, he knew that they were all breaching their duties of loyalty. He caused certain trades to be executed based on such information. He also provided the other analysts with insider information about publicly traded companies.

In other securities fraud news, the U.S. District Court for the Southern District of New York has ruled that under California securities law, the Securities Litigation Uniform Standards Act bars a class action filed by investors in two hedge funds that failed after the Madoff Ponzi scheme was found out. The plaintiffs are contending that the defendants, investment advisor Tremont Partners and a number of affiliates, made misrepresentations and omissions connected with a covered securities’ sale. The case is Lakeview Investment LP v. Schulman.

The Securities and Exchange Commission has reached a settlement with three men accused of trading on insider information about the acquisition between Mercer Insurance Group Inc. and United Fire & Casualty Co. (UFCS), with the latter to obtain the former. Per the SEC, in or around June 2010, Mercer Insurance director H. Thomas Davis Jr. found out about the talks between the two insurance companies and then allegedly tipped business associate/friend Mark W. Baggett, who then allegedly tipped golfing partner Kenneth Wrangell. Baggett and Wrangell then bought Mercer stock that they sold when the merger became public in November of that year. The Commission says they made over $83,000 in illegal profits.

Wrangell, who reportedly went into a cooperation deal with SEC investigators right away when they approached him about the insider trading, saw his penalty reduced to $11,380.39. His disgorgement remains at is $42,521.55. This agreement led to the quick gathering of evidence and settlements against the other two men. In addition to a bar from working for a public company as a director or officer, Davis has consented to be severally and jointly liable for the disgorgement of $41,584.45, which were Baggett’s profits, in addition to a $41,584.45 penalty and prejudgment interest.) Baggett will also pay disgorgement and a penalty.

In a Pennsylvania insider trading case, a district court has decided not to dismiss criminal securities fraud charges against Timothy McGee, who allegedly traded securities in a merger target using information that he obtained from a fellow Alcoholics Anonymous member. Judge Tim Savage found that the prosecution alleged enough facts to support that there was a relationship of confidence/trust between the defendant and his tipster.

The U.S. Bankruptcy Court for the Southern District has issued an order giving Irving Picard, the Bernard L. Madoff Investment Securities LLC liquidation trustee, permission to issue a second interim distribution to the victims of the Madoff Ponzi scam. Picard had asked to add $5.5 billion to the customer fund and issue a second payout of $1.5 billion to $2.4 billion to the investors that were harmed.

According to Bloomberg Businessweek, a $2.4 billion payout would be seven times more than what the bilked investors have been able to get back since Madoff, who is serving a 150-year prison term for his crimes, defrauded them. A huge part of the customer fund is on reserve because there are investors who have filed securities lawsuits contending they should be getting more.

Meantime, the U.S. District Court for the Southern District of New York has decided that the mortgage-backed securities lawsuit filed by insurance company Assured Guaranty Municipal Corp. against UBS Real Estate Securities Inc. can proceed. The plaintiff contends that UBS misrepresented the quality of the loans that were underlying the MBS it insured in 2006 and 2007.

In SEC v. Moshayedi, the Securities and Commission is suing the Chairman and CEO of computer device storage company STEC Inc. (STEC) for insider trading. Manouchehr Moshayedi allegedly traded in his company stock’s secondary offering because he had insider knowledge that there was a decline in the demand for an important product.

The SEC contends that Moshayedi was attempting avail of a sharp upward trend in the price of the company stock when he sold a significant amount of his shares, as well as shares belonging to his brother, who had co-founded the company with him. As a result of his actions, the Commission says that the siblings made gross proceeds of approximately $134 million each. Moshayedi has denied the allegations and intends to combat the case.

In another SEC case, two other brothers that were sued by the Commission for their alleged involvement in naked short selling have agreed to settle the administrative case against them by paying $14.5 million. Robert A. Wolfson and Jeffrey Wolfson are accused of not locating and delivering shares in short sales to brokerage firms. These naked-short selling transactions allegedly earned them about $9.5 million in illegal profits.

Golden Anchor Trading II LLC was also sued over this matter and has settled as well. While the Wolfsons are paying $13.4 million, the brokerage firm has agreed to pay $1.1 million. By settling, none of them are admitting to or denying the allegations.

Meantime, hedge fund adviser Chetan Kapur, who last year settled SEC administrative and civil charges over alleged misconduct related to allegations that he misled investors, has been indicted on the charges of investment adviser fraud, securities fraud, and wire fraud. Kapur was ThinkStrategy Capital Management LLC’s sole managing principal. The financial firm managed the hedge funds ThinkStrategy Capital Management LLC and ThinkStrategy Capital Fund.

According to the criminal charges, made in the U.S. District Court for the Southern District of New York, Kapur allegedly misled clients about the financial state of the two funds through material misstatements and omissions. He also is accused of giving false information about the funds’ performance, assets, longevity, due diligence, and personnel. If convicted, he faces up to 125 years in prison.

In other securities news, beginning August 2, underwriters will have to fulfill new disclosure obligations to local and state governments. This includes disclosing any actual or possible material conflicts of interest, any third party compensation, and any risks involving complex financial transactions that are recommended to clients. Earlier this month the Municipal Securities Rulemaking Board published guidance to assist underwriters in fulfilling these new duties.

SEC v. Moshayedi (PDF)

Short Selling Brothers Agree to Pay $14.5 Million to Settle SEC Charges
, SEC, July 17, 2012

SEC v. Kapur
(PDF)

MSRB Rule G-17 (PDF)

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For the third time, billionaire Mark Cuban is asking the U.S. District Court for the Northern District of Texas to reconsider a previous ruling denying his motion to make the Securities and Exchange Commission provide summaries and interview notes related to its probe into his alleged insider trading activities. Cuban also wants the court to make the SEC give over similar documents in its investigation of Mamma.com.

The SEC had filed insider trading charges against Cuban, who is the owner of the Dallas Mavericks and the founder of HDNet, in 2008. The Commission is contending after Cuban became involved in a confidentiality agreement while on the phone with Mamma.com’s CEO about that company’s decision to take part in a PIPE offering, within hours of being given this insider information, he contacted his broker and allegedly improperly sold his 600,000 shares prior to the PIPE announcement. As a result, he avoided more than $750,000 in losses. Cuban has denied the Texas securities fraud allegations.

The district court threw out the SEC’s charges against Cuban in 2009, but the following year the U.S. Court of Appeals for the Fifth Circuit revived and remanded the Texas securities lawsuit against him. Then, last August Cuban moved to have certain documents produced, and he followed that request in September with an amended second motion. The SEC submitted its own motion to compel Cuban to produce documents in November.

Earlier this year, the district court ruled that Cuban is entitled to the nonprivileged parts of the SEC’s investigative files related to the probes on him and Mamma.com, as well as to documents having to do with the connection between the two investigations. The court, however, also decided that the Commission isn’t required to produce documents pertaining to certain individuals’ involvement with Mamma.com or the interview summaries and factual sections from the SEC’s interviews with certain witnesses in its Cuban probe.

Now, in his latest motion to compel, Cuban has stated that he believes that the summaries and notes he wants produced will allow his witnesses to remember events that happened nearly a decade ago. Referring to the court’s previous decision to partially grant his motion, Cuban said that the interview notes that the SEC produced after the court’s last order not only “exonerate” him but also demonstrate the “undue hardship” he is facing in litigating this lawsuit if the SEC is allowed to keep “withholding” interview documents.

SEC v. Cuban is slated to go to trial.

SEC Accuses Mark Cuban of Insider Trading, New York Times, November 17, 2008
Cuban Asks Court, for Third Time, To Compel SEC to Produce Documents, Bloomberg/BNA, June 12, 2012


More Blog Posts:

Dallas Mavericks Owner Mark Cuban’s Allegations of Misconduct Against the SEC Enforcement Staff are Without Merit, Says Inspector General’s Report, Stockbroker Fraud Blog, October 18, 2011

After District Court Dismisses Texas Securities Fraud Against Billionaire Mark Cuban, SEC Appeal Can Now Move Forward, Stockbroker Fraud Blog, August 17, 2009
US Sentencing Commission is Open to Public Comment on Proposed Amendments that Could Impact Insider Trading Convictions, Institutional Investor Securities Blog, February 29, 2012 Continue Reading ›

In the U.S. District Court for the Western District of Texas, Judge James R. Nowlin entered summary judgment against Marleen and John Jantzen. In SEC v. Jansen, the Securities and Exchange Commission had charged the couple with Texas securities fraud for using insider information about Dell Inc. to buy Perot Systems Corp. securities. Marleen is a former Dell administrative assistant. John is a registered stockbroker.

The SEC submitted the allegations against couple in October 2010 and contended that Marleen gave material, nonpublic information about Dell’s upcoming tender offer for Perot shares to her husband. The Commission claimed that on September 18, 2009, which was the final day of trading prior to the announcement of the Perot acquisition, Marleen, who was given “explicit orders” by her employer “not to trade, ” made a cash transfer to the Jantzens’ brokerage account. Within minutes of the money being moved over, John bought 24 Perot call options contracts and 500 shares of Perot common stock. He cashed in on September 21, 2009, which is the same day that Perot Systems and Dell announced the tender offer. (The stock price had immediately gone from $17.91 to $29.56, allowing the couple to make $26,920.50 in trading profits in a single day.)

According to the Court, the Jantzens violated sections 14(e) and 10(b) of the Exchange Act and Rules 14e-3(a) and 10b-5 thereunder, and Marleen also violated Rule 14e-3(d). The couple is enjoined from future violations of these provisions. They must also pay $26,920.50 in ill-gotten gains, as well as prejudgment interest. The Court also found that per evidence, there was a “high degree of scienter” especially involving John, who, as a licensed securities broker, was most certainly cognizant of his actions and their meaning. The district court, however, has deferred a final ruling on the SEC’s request for monetary penalties pending further briefing by both sides.

The Jantzens are not the only ones to settle with the SEC over insider trading related to the Dell-Perot Systems deal. In 2010, Texas resident Reza Saleh agreed to give back over $8.6M in illicit profits he made after he made illegal trades in Perot Systems call options before the merger was made public.

Saleh, who used to work for companies owned by the Perot family, settled the Texas securities claim without deny or admitting to the allegations. He also consented to an SEC administrative order that says he cannot associate with any investment advisers ever again. He also agreed to a permanent enjoinment that would prevent him from violating the Securities Exchange Act of 1934’s anti-fraud provisions in the future.

COURT ENTERS SUMMARY JUDGMENT AGAINST INSIDER TRADING DEFENDANTS JOHN JANTZEN AND WIFE, MARLEEN JANTZEN, SEC, March 1, 2012

SEC settles insider trading case involving Perot acquaintance Reza Saleh, Dallas News, January 6, 2010

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, Stockbroker Fraud Blog, February 26, 2012

US Sentencing Commission is Open to Public Comment on Proposed Amendments that Could Impact Insider Trading Convictions, Institutional Investor Securities Blog, February 29, 2012 Continue Reading ›

The U.S. Sentencing Commission is welcoming public comment on amendments that have been proposed to its sentencing guidelines, which would ramp up the offense level for certain insider trading cases. Also, there are other proposals, related to amendments to the guidelines that get specific about determining loss in fraud cases, dealing with the rehabilitative efforts of offenders, and assessing the harm related to bank and mortgage fraud.

The proposed amendment to Section 2B1.4 of the US Sentencing Guidelines calls for an offense-level enhancement if the defendant accused of insider training had occupied a position of trust (four levels) or used sophisticated means (two levels), with the latter requiring a minimum base offense level of 12. Right now, insider trading’s base offense level is eight.

Under the proposed amendment, the term “sophisticated” would mean a very complex offense conduct as it relates to hiding or executing the offense. Factors that courts would take into account to determine whether sophisticated means were applied by the inside trader include how many transactions were made, the monetary value of each transaction, the number of securities involved, the duration of time that the offense took place for, whether shell companies, fake entities, or offshore accounts were used to hide the transactions, and if auditing mechanisms, internal compliance policies, and compliance and ethics programs were undermined to cover up the insider trading scam.

The proposed amendment as it relates to mortgage fraud and other financial institution-related frauds would deal with foreseeable pecuniary harm (including costs the lending institution involved with foreclosure on the mortgaged property would have to pay), as long as the institution had applied due diligence during initiation, monitoring, the processing of the loan, and collateral disposal.

The US Sentencing Commission also wants to look at making clear what method or methods would be used to figure out securities fraud losses. Commission members are hoping this will stop sentencing disparities from occurring. Methods that have been used to figure out loss have included the modified rescissory method, the simple rescissory method, the market-adjusted method, and market capitalization.

Modified rescissory method: Concentrates on the difference between the average security price after market disclosure and the average security price while the fraud was occurring.

Simple rescissory method: Looks at the price paid for the security and what that was after the fraud was uncovered.

Market-adjusted method: Can turn according to changes in the values of the securities (but doesn’t include changes related to external market forces.)

Market capitalization: Looks at the difference between the price after disclosure and beforehand.

The commission is looking into providing a loss-causation standard not unlike the one for civil securities fraud cases.

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$78M Insider Trading Scam: “Operation Perfect Hedge” Leads to Criminal Charges for Seven Financial Industry Professionals, Stockbroker Fraud Blog, January 18, 2012

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Two days after the US Senate votes 92 to 2 to take up a measure that would ban Congressional members from engaging in insider trading, the legislation has passed by a 96 to 3 vote. The bill, which bars members of Congress from using confidential information obtained as a result of being in public office to trade stock, had temporarily become entangled in the proposals of over two dozen amendments, with some of the amendments seeking to strengthen the bill and others looking to weaken it.

One of the amendments that passed by a 58-41 vote would extend the new rules of the bill to cover members of the executive branch. Per the bill, Congressional members, senior administration officials, and top aides would have 30 days instead of a year to disclose financial transactions.

President Barack Obama is a supporter of the Stop Trading on Congressional Knowledge (STOCK) Act. During his State of the Union address last month, he said that if Congress placed their signatures of approval on the bill he would sign it into law right away. There is currently a companion bill making its way through the House that has over 255 co-sponsors and still must be put to a vote.

Authored by Senators Scott Brown (R-Mass.) and Kirsten Gillibrand (D-N.Y.), the STOCK Act is derived from two bills authored respectively by both of them. It was Senate Homeland Security and Government Reform Committee Chairman Joe Lieberman (I-Ct.) that combined the two bills.

Originally introduced in 2006, the STOCK Act started to generate a lot more interest from lawmakers after the CBS news program 60 minutes reported that members of Congress bought stock in companies while debating on laws that could impact the businesses. These investments were not illegal.

Other provisions of the combined bill include making it illegal for Congress members to tip off others, which would become a crime and a violation of congressional rules. However, the bill does not ban lawmakers from doing political favors for companies that they have stock in as long as they don’t actually sell the stock.

As our securities fraud law firm mentioned in an earlier blog post, the Securities and Exchange Commission grew worried that placing this kind of insider trading ban on lawmakers affect the scope of existing laws. The SEC instead wanted there to be a fiduciary duty barring members of Congress from revealing confidential information and using what they know for personal gain.

The use of confidential insider information to make a trading profit is wrong—even if some consider it a victimless crime.

Lure of a Senate Bill Attracts Amendments, Some of Them Relevant, The New York Times, February 1, 2012

STOCK Act: Insider Trading Bill To Receive Senate Vote Next Week, Huffington Post, January 26, 2012

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$78M Insider Trading Scam: “Operation Perfect Hedge” Leads to Criminal Charges for Seven Financial Industry Professionals, Stockbroker Fraud Blog, January 18, 2012

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Criminal charges have been filed against seven men over their alleged involvement in a $78 million insider trading scam. More arrests stemming from “Operation Perfect Hedge,” conducted by the US Department of Justice and the Federal Bureau of Investigation, are likely. US Attorney for the Southern District of New York Preet Bharara has described the defendants as friends that established a criminal club with the intent of making a profit.

According to the criminal complaint, four of the men were charged with conspiracy to commit securities fraud and conspiracy fraud. The co-conspirators allegedly made close to $78 million. $61.8 million in illegal profits was trades between 2008 and 2009 involving a single stock, and $15.7 million was from Nvidia Corp.-related trades.

High-level executives at some of the country’s largest hedge funds were involved. One of the people arrested was Anthony Chiasson, who co-founded Level Global Investors. Because of insider information that a hedge fund analyst allegedly gave him about a soon-to-be issued announcement regarding Dell Inc.’s 2008 earnings for the first two quarters, he and others at the hedge fund were able to earn about $57 million in illegal trading profits. (The $53 million that Chiasson is accused of pocketing is the largest single illegal trade to be ever cited in a criminal case in Manhattan federal court.)

The insider tip on Dell’s earnings also led to $1M in illegal profits for another hedge fund and $3.8 million at a third one. Meantime, an investment firm was able to use the insider information to prevent about $78,000 in financial losses.

Also arrested were Sigma Capital Management analyst Jon Horvath, hedge fund portfolio manager Todd Newman, who used to work at Diamondback Capital Management LLC, and analyst Danny Kuo. Sandeep Goyal, who is a former Dell employee, has already pleaded guilty to conspiracy to commit securities fraud and securities fraud. He had gotten the insider information from other Dell employees after he started working at a global asset management firm as an associate analyst. According to authorities, a hedge fund even paid Goyal $175,000 for insider information about Dell.

Two people identified as co-conspirators were Jesse Tortora, who allegedly used tip information from Goyal to tip others and Spyridon (Sam) Adondaki, the Level Global Investors analyst who is accused of tipping Chiasson, who was his manager.
In the past few years, the government has taken more aggressive measures to fight insider trading. These latest arrests raise the number of people arrested in its recent crackdown to 63. 56 convictions have resulted thus far.

‘Corruption on grand scale’ in insider trading case, CNN, January 18, 2012
7 charged in $78M record-setting inside trade case, Fox News/AP, January 18, 2012

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The Securities and Exchange Commission has filed Texas securities fraud charges against Life Partners Holdings Inc. and three of the company’s senior executives over their alleged involvement in a life settlement scam. Life Partners, which is a Nasdaq-traded company, makes nearly all of its revenue from the life settlements it brokers.

According to the SEC, CEO and Chairman Brian Pardo, CFO David Martin, and general counsel and president Scott Peden misled shareholders when they failed to reveal a significant risk, which was that Life Partners was materially underestimating the estimates for life expectancy that it was using to determine how to price transactions. The estimates have a critical effect on company profit margins, revenues, and shareholder profits.

The Commission contends that Life Partners, Pardo, Peden, and Martin took part in improper accounting and disclosure violations, which allowed the company’s books to become overvalued while making it appear as if there was a steady stream of earnings coming from the life settlement transactions that were being brokered.

Peden and Pardo are also charged with insider trading. The SEC claims that the two men sold about $300,000 and $11.5M, respectively, of Life Partners stock at prices that were inflated even though they had material, non-public information disclosing that the company had relied on short life expectancy estimates to make revenue.

In a statement issue by the SEC’s Division of Enforcement Director Robert Khuzami, the agency is claiming that Life Partners also deceived shareholders by retaining a medical doctor to designate baseless life expectancy estimates to underlying insurance policies. Dr. Donald T. Cassidy, who lacks actuarial training and had no previous experience in assigning life expectancy estimates, began working with Life Partners in 1999. (The Commission claims that Pardo and Peden neglected to perform substantial due diligence on the doctor’s qualifications to do this job. They also are accused of telling him to use a methodology created by a former underwriter, who is one of the company’s owners.)

Beginning fiscal year 2007 through fiscal year 2011’s third quarter, Life Partners allegedly understated impairment costs related to life settlement investments and prematurely recognized revenue. The company is also accused of improperly accelerating revenue recognition starting from the closing date until when it got a non-binding agreement with the policy owner to sell the life settlement. Because Life Partners used these Dr. Cassidy’s life expectancy estimates in its impairment calculations, millions of dollars in impairment costs were understated.

The SEC wants the repayment of bonuses and profits from stock sales.

Life Settlements
These usually involve the selling and buying of fractional interests of life insurance policies in the secondary market. For a lump sum amount, life insurance policy owners sell investors their policies. The amount that is offered is supposed to factor in the life expectancy of the insured and the policy’s terms and conditions. The longer the insured is expected to life, the more the investor has to pay in premiums. Policies owned by persons expected to not life as long cost more.

SEC fraud case could give new life to life settlements controversy, Bloomberg/Investment News, January 4, 2012
SEC Charges Life Settlements Firm and Three Executives with Disclosure and Accounting Fraud, SEC, January 3, 2012
SEC Complaint

Texas Securities Fraud: Unregistered Adviser Confesses to Selling Almost $400K in Promissory Notes and Investments Despite Cease and Desist Order, Stockbroker Fraud Blog, December 5, 2011
Texas Securities Fraud: Raymond James Financial Services Pays Elderly Senior Investor About $1.8M Following Loss of Appeal, Stockbroker Fraud Blog, December 2, 2011
Former Texan and First Capital Savings and Loan To Pay $4.5M for Alleged Foreign Currency Ponzi Scheme, Stockbroker Fraud Blog, November 11, 2011 Continue Reading ›

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